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general or specific, and including any and all leasehold interests), liens, clouds or defects in title, excepting
<br />such specific ones as city may hereinafter expressly agree to take subject to. Acceptance by City of any such
<br />policy of insurance, whether such insurance complies with the requirements of this paragraph or not, shall not
<br />constitute a waiver by City of its right to such insurance as is herein required of Seller, nor a waiver by the City
<br />of any rights of action for damages or any other rights which may accrue to City by reason of the failure of
<br />Seller to convey title or to provide title insurance as required in this Agreement.
<br />4. Escrow. City agrees to open an escrow at the office of Fidelity National Title, 4400 MacArthur Blvd.,
<br />Suite 200, Newport Beach, California, (the Escrow Agent) within five (5) days from and after the date on which
<br />the City has approved this Agreement. This Agreement constitutes the joint escrow instructions of the City and
<br />the Seller and a duplicate original of this Agreement shall be delivered to the Escrow Agent upon the opening
<br />of the escrow. Escrow to close within sixty (60) days of the City's execution of this Agreement. If escrow is not
<br />in a condition to close by the Close of Escrow, and failure to close is due to unforeseen conditions of title or
<br />interest of third parties in the Property that cannot be resolved in Escrow, then buyer may, at its option, request
<br />cancellation of escrow and this Agreement and return of any funds it has deposited into escrow. Thereupon,
<br />all obligations and liabilities of the Parties under this Agreement shall cease and terminate. If no such request
<br />is made, Escrow shall be closed as soon as possible thereafter. Buyer shall be entitled to possession of the
<br />Property immediately upon close of Escrow.
<br />The Escrow Agent hereby is empowered to act under this Agreement, and upon indicating its acceptance of
<br />this Section 4 and of the General Provisions described in Exhibit "C" attached hereto and incorporated herein
<br />by this reference, in writing, delivered to the City and to the Seller within five (5) days after delivery of this
<br />Agreement, shall carry out its duties as Escrow Agent hereunder.
<br />City agrees to bear and Escrow Agent is hereby authorized to charge to the City the cost of any transfer taxes,
<br />recording fees, cost of title insurance, re -conveyance fees, document preparation fees, escrow fees and any
<br />other closing costs incidental to the conveying of said real property to City. Penalties for prepayment of bona
<br />fide obligations secured by any existing deed of trust or mortgage shall be waived pursuant to Civil Code
<br />Procedures Section 1265.240.
<br />The liability to the Escrow Agent under this Agreement is limited to performance of the obligations imposed
<br />upon it under Section 4, Section 6, Section 8 and Exhibit "C" of the General Provisions of this Agreement.
<br />5. Property Taxes. Such real property taxes, if any, on said real property for the fiscal year within which
<br />said real property is conveyed to City as are unpaid at the time of said conveyance shall be cleared and paid
<br />in accordance with the provisions of Section 4986 of the Revenue and Taxation Code of the State of California.
<br />Seller shall be eligible for a refund under Section 5096.7 of the Revenue and Taxation Code of the State of
<br />California for that portion of property taxes on said real property for said fiscal year which have been paid prior
<br />to the date the deed conveying said real property to City is recorded which is allocable to that portion of the
<br />fiscal year which begins on the date the deed conveying said real property to City is recorded and made
<br />uncollectible if unpaid by reason of Section 5086 of the Revenue and Taxation Code of the State of California.
<br />To the extent that Seller has prepaid any taxes or assessments attributable to the Property; Seller shall be
<br />solely responsible for obtaining any refund due thereon from the taxing authority. Upon written request, Buyer
<br />shall assist Seller, at Seller's sole cost, in obtaining said refund, if any; however, in no case shall Buyer credit
<br />or otherwise pay Seller for that refund, if any, through or outside of Escrow.
<br />All unpaid taxes on said real property for any and all years prior to the fiscal year within which said conveyance
<br />is made shall be paid by Seller before conveyance of said real property to City.
<br />6. Payment of Purchase Price. City agrees to pay to Seller, and Seller agrees to accept from City, as
<br />and for the full purchase price for said real property, temporary construction easement, fixtures & equipment
<br />(improvements pertaining to the realty), goodwill (if any), and severance damages, the total sum of Seven
<br />Hundred Sixty -Two Thousand and no/100 Dollars ($762,000.00) City agrees to deposit said purchase price
<br />in escrow with the Escrow Agent within SIXTY (60) days from and after the date on which the City has approved
<br />this Agreement, and the Escrow Agent is hereby authorized to pay the same to Seller upon and after:
<br />(a) Conveyance of said real property interests by Seller to City as hereinabove provided
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